coty-20210630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K/A

Amendment No. 1

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED		JUNE 30, 2021
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER		001-35964

COTY INC.

(Exact name of registrant as specified in its charter)


Delaware		13-3823358
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

350 Fifth Avenue,
New York,	NY	10118
(Address of principal executive offices)		(Zip Code)

(212) 389-7300

Registrant’s telephone number, including area code



SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	COTY	The New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ý

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of December 31, 2020, the aggregate market value of the registrant’s Class A Common Stock held by non-affiliates was $2.0 billion based on the number of shares held by non-affiliates as of December 31, 2020 and the last reported sale price of the registrant’s Class A Common Stock on December 31, 2020.

At August 19, 2021, 766,065,761 shares of the registrant’s Class A Common Stock, $0.01 par value were outstanding.

EXPLANATORY NOTE

Coty Inc., a Delaware corporation, and its subsidiaries (collectively, the “Company” or “Coty”, which may also be referred to as “we”, “us” or “our”) is filing this Amendment No. 1 (“the Amendment”) to our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended June 30, 2021, which was filed with the Securities and Exchange Commission (“SEC”) on August 26, 2021, to include the audited financial statements of Rainbow JVCO Limited and its subsidiaries (together, “Wella”), pursuant to Rule 3-09 of Regulation S-X. Wella has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for the year ended June 30, 2021. In accordance with Rule 3-09(b), the separate audited financial statements of Wella for the seven months ended June 30, 2021 are being filed as an amendment to the Form 10-K as Exhibit 99.1 included in Part IV, Item 15 of this filing within 90 days after the end of Wella’s fiscal year.

This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of Exhibit 23.2, consent of Deloitte & Touche LLP and Exhibits 31.3, 31.4, 32.3 and 32.4, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.

Except as described above, no other changes have been made to the Form 10-K. This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and any subsequent filings with the SEC.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(d)Exhibits


Exhibit No.						Description
23.2						Consent of Deloitte SA related to Exhibit 99.1.
31.3						Certification of Chief Executive Officer, pursuant to Rules 13a-14a and 15d-14(a).
31.4						Certification of Chief Financial Officer, pursuant to Rules 13a-14(d) and 15d-14(d).
32.3						Certification of Chief Executive Officer, pursuant to 18 U.S. C. Section 1350.
32.4						Certification of Chief Financial Officer, pursuant to 18 U.S. C. Section 1350.
99.1						Audited Consolidated Financial Statements of Rainbow JVCO Limited as of and for the year ended June 30, 2021.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on September 24, 2021.

COTY INC.

By:

/s/ Laurent Mercier

Name: Laurent Mercier

Title: Chief Financial Officer